0000356028-95-000016.txt : 19950802 0000356028-95-000016.hdr.sgml : 19950802 ACCESSION NUMBER: 0000356028-95-000016 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950801 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGENT CORP CENTRAL INDEX KEY: 0000845607 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 251589745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40253 FILM NUMBER: 95558035 BUSINESS ADDRESS: STREET 1: 575 HERNDON PKWY CITY: HERNDON STATE: VA ZIP: 22070-5226 BUSINESS PHONE: 7037083000 FORMER COMPANY: FORMER CONFORMED NAME: MD ACQUISITION CORP DATE OF NAME CHANGE: 19890328 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEGENT CORP CENTRAL INDEX KEY: 0000845607 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 251589745 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40253 FILM NUMBER: 95558036 BUSINESS ADDRESS: STREET 1: 575 HERNDON PKWY CITY: HERNDON STATE: VA ZIP: 22070-5226 BUSINESS PHONE: 7037083000 FORMER COMPANY: FORMER CONFORMED NAME: MD ACQUISITION CORP DATE OF NAME CHANGE: 19890328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER ASSOCIATES INTERNATIONAL INC CENTRAL INDEX KEY: 0000356028 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 132857434 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: ONE COMPUTER ASSOCIATES PLAZA CITY: ISLANDIA STATE: NY ZIP: 11788 BUSINESS PHONE: 5163425224 SC 14D1/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 9 TO SCHEDULE 14D-l TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 LEGENT CORPORATION ______________________________________________________________ (Name of Subject Company) VR126, INC. COMPUTER ASSOCIATES INTERNATIONAL, INC. ______________________________________________________________ (Bidder) COMMON STOCK, $.01 PAR VALUE PER SHARE ______________________________________________________________ (Title of Class of Securities) 52465R109 ______________________________________________________________ (CUSIP Number of Class of Securities) SANJAY KUMAR VR126, INC. C/O COMPUTER ASSOCIATES INTERNATIONAL, INC. ONE COMPUTER ASSOCIATES PLAZA ISLANDIA, NEW YORK 11788-7000 (516) 342-5224 ______________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: SCOTT F. SMITH, ESQ. HOWARD, DARBY & LEVIN 1330 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10019 TELEPHONE: (212) 841-1000 ______________________________________________________________ June 1, 1995 (Date Tender Offer First Published, Sent or Given to Security Holders) ______________________________________________________________ Page 1 of 4 Pages Exhibit Index begins on Page 4 2 Computer Associates International, Inc. and its wholly- owned subsidiary, VR126, Inc., hereby amend and supplement their combined Tender Offer Statement on Schedule 14D-1 and Statement on Schedule 13D, originally filed on June 1, 1995 and amended by Amendment Nos. 1-8 (the "Statement"), with respect to an offer to purchase all outstanding shares of common stock, $.01 par value per share, of Legent Corporation, as set forth in this Amendment No. 9. Capitalized terms not defined in this Amendment No. 9 have the meanings assigned to them in the Statement. This Amendment constitutes the final amendment to the Schedule 14D-1 required by General Instruction D to Schedule 14D- 1 and, pursuant to General Instruction F to Schedule 14D-1, is deemed to satisfy the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, for all Shares acquired pursuant to the Offer as reported in this Amendment. Item 6. Interest in Securities of the Subject Company. The response to Item 6 is hereby amended and supplemented as follows: On August 1, 1995, Computer Associates issued the press release attached hereto as Exhibit (a)(17). The information set forth in the press release is incorporated herein by reference. Item 11. Material to be Filed as Exhibits. (a)(17) Text of press release issued by Computer Associates dated August 1, 1995. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 1, 1995 VR126, INC. By/s/ Belden A. Frease ---------------------- Name: Belden A. Frease Title: Vice President and Secretary COMPUTER ASSOCIATES INTERNATIONAL, INC. By/s/ Belden A. Frease ---------------------- Name: Belden A. Frease Title: Senior Vice President and Secretary 4 EXHIBIT INDEX Exhibit Number Exhibit Name ------- ------------ (a)(17) Text of press release issued by Computer Associates dated August 1, 1995. EX-99.A.17 2 Exhibit 99 (a) (17) Contact: Douglas Robinson - Investor Relations, (516) 342-2745 COMPUTER ASSOCIATES TENDER OFFER FOR LEGENT CLOSES WITH MORE THAN 90 PERCENT ACCEPTANCE ISLANDIA, N.Y., August 1, 1995 - Computer Associates International, Inc. (NYSE Symbol: CA) today announced the expiration of the tender offer by its wholly owned subsidiary, VR126, Inc., for all of the outstanding shares of Legent Corporation (NASDAQ Symbol: LGNT) common stock at a price of $47.95 per share in cash. The offer expired at 12:00 Midnight, New York City time, on Monday, July 31, 1995, and all shares validly tendered (and not properly withdrawn) prior to such expiration have been accepted for payment and will be paid for promptly. IBJ Schroder Bank & Trust Company, as Depositary, has advised that approximately 38,484,520 shares were tendered in the offer prior to its expiration, which constitute approximately 91 percent of the total number of outstanding shares of common stock of Legent on a fully diluted basis. Computer Associates is replacing its existing $500 million Credit Agreement with a new $2 billion Credit Agreement with a group of banks headed by Credit Suisse. Computer Associates will obtain all funds needed to pay for the shares of Legent accepted for payment in the tender offer from its general corporate funds and by borrowing under the Credit Agreement. The pending merger of Legent and VR126, Inc. will become effective as soon as practicable after the satisfaction of the conditions set forth in, and subject to the terms of, the Agreement and Plan of Merger among Legent, VR126, Inc. and Computer Associates, but in no event earlier than November 6, 1995. Once the pending merger becomes effective, Legent will become a wholly owned subsidiary of Computer Associates. The purchase price and associated charges will be allocated among the identifiable tangible and intangible assets of Legent based on their fair market value at the acquisition date under the purchase method of accounting for business combinations. The costs of purchased research and development for that portion of the acquired technology that has not reached the working model stage and has no alternative future use will be written off against Computer Associates earnings in its second quarter ending September 30, 1995. As previously announced, the after tax charge against earnings is initially projected to be approximately $800 million, or approximately $5.00 per share. # # #